Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense of the Company in the case of registrations under Section 11:
i) Following the effective date of such registration statement, the Company shall, upon the request of the Holder, forthwith supply such number of prospectuses meeting the requirements of the Securities Act as shall be requested by the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of the Holder) in connection therewith as the Company shall request in writing.
ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder).
iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damage...
Company's Obligations in Registration. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement the Company will keep each Purchaser advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense, the Company will:
(a) Prepare and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective with respect to a registration statement filed regarding an Underwritten Public Offering, for the lesser of (i) 90 days or (ii) until the distribution described in such registration statement has been completed; and
(b) Furnish to each underwriter such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such underwriter may reasonably request in order to facilitate the public sale of the shares by such underwriter, and promptly furnish to each underwriter and Purchaser notice of any stop-order or similar notice issued by the Commission or any state agency charged with the regulation of securities, and notice of any NASDAQ or securities exchange listing; and
(c) Furnish prospectuses, including preliminary prospectuses and amendments and supplements thereto, to the Purchasers electing to sell any of their Registrable Securities pursuant to Section 2.1 hereof, all in accordance with applicable securities laws; and
(d) Notify the Purchasers in the event that the Company becomes aware that a prospectus relating to the Registrable Securities contains a materially untrue statement or omits to state a material fact; and
(e) Apply to register or otherwise qualify the Registrable Securities offered by the Purchasers or any of them under all applicable blue sky laws of any state.
Company's Obligations in Registration. The obligation of the Company to register any Warrant Shares pursuant to Section 3.4 hereof includes the obligation to register under the same registration statement the related Warrants if such registration is necessary to effect the offer and sale of Warrant Shares to the public. If and whenever the Company is obligated by the provisions of this Section 3 to effect the registration of any Warrant Shares under the Act, as expeditiously as possible the Company will:
(a) following the effectiveness of the applicable registration statement, use its best efforts to cause such registration statement to remain effective during the period required for the distribution of the securities covered by the registration statement; provided, however, that in the event that the Warrant Shares covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement in effect, or to prepare and file any amendments or supplements thereto, after the expiration of six months following the date on which such registration statement becomes effective under the Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to any of the Warrant Shares so registered and, provided, further, that this Section 3.5(a) shall only be effective for the period from the date hereof to that date which is two (2) years from the date hereof;
(b) following the effectiveness of such registration statement, and subject to Section 3.14, as expeditiously as possible, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in 8 connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Act with respect to the disposition of all Warrant Shares covered by such registration statement, whenever the Warrantholders for whom such Warrant Shares are registered or are to be registered shall desire to dispose of the same, subject, however, to the two provisos contained in the immediately preceding clause (a); provided, however, that in any event the Company's obligations under this Section 3.5(b) shall terminate 90 days after the effective date of any such registration statement if none of the Warrant Shares registered thereunder shall have been sold;
(c) as expeditiously as possible, furnish to the Warrant...
Company's Obligations in Registration. If and whenever the Company is obligated by the provisions of this Article 3 to effect the registration of any Warrant Shares under the Act, as expeditiously as possible the Company will:
(a) as expeditiously prepare and file with the Commission a registration statement with respect to such Warrant Shares and use its best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the securities covered by the registration statement; PROVIDED, HOWEVER, that in the event that the Warrant Shares covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement in effect, or to prepare and file any amendments or supplements thereto,
Company's Obligations in Registration. In the event you timely elect to participate in an offering by including your Underwriter Warrants, the Underlying Securities or the Warrant Stock in a registration statement pursuant to Subsection 3(c) above, the Company shall:
(i) Notify you as to the filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof;
(ii) Comply with all applicable rules and regulations of the Commission;
(iii) Notify you immediately, and confirm the notice in writing, (1) when the registration statement becomes effective, (2) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to the suspension of qualification of the Preferred Stock, the Warrants or Warrant Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to obtain the lifting of such order as promptly as practicable.
(iv) During the time when a registration statement is required to be delivered under the Act during the period required for the distribution of the Underlying Securities or the Warrant Stock, comply so far as it is able with all requirements imposed upon it by the Act, as hereafter amended, and by the rules and regulations promulgated thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of the Underlying Securities and the Warrant Stock, as applicable. If at any time when a registration statement relating to the Underlying Securities or the Warrant Stock is required to be delivered under the Act any event shall have occurred as a result of which, in the opinion of counsel for the Company or your counsel, the registration statement relating to the Underlying Securities or the Warrant Stock as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend such registration sta...
Company's Obligations in Registration. The obligation of the Company to use its best efforts to register any Warrant Shares pursuant to Section 3.3 hereof includes the obligation to use its best efforts to register under the same registration statement the related Warrants if such registration is necessary to effect the offer and sale of underlying Warrant Shares to the public; PROVIDED, HOWEVER, that the foregoing proviso shall not restrict any Warrantholder from selling any Warrant to the underwriter or underwriters of any offering registered pursuant to Section 3.3 hereof so long as only Warrant Shares are offered and sold to the public.
Company's Obligations in Registration. In the event any Holder participates in an offering of Underlying Common Stock in a registration statement pursuant to Section 7.01 or Section 7.02, the Company shall:
(a) notify such Holder as to the filing thereof and of all amendments or supplements thereto filed prior to the effective date of such registration statement;
(b) notify such Holder immediately, and confirm the notice in writing, (i) when the registration statement becomes effective, (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of qualification of the Underlying Common Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (iv) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending
Company's Obligations in Registration. If and whenever the Company is required by the provisions of this Agreement to effect the registration of any of the Shares under the Act, the Company will, as expeditiously as possible: (a) Prepare and file with the U.S. Securities and Exchange Commission ("SEC") the proposed registration statement with respect to such Warrants and/or Shares and use its best efforts: (i) to cause such registration statement to become and remain effective to permit the Shareholder to dispose of the Warrants and/or Shares in sales pursuant to the registration statement; and (ii) to keep such registration statement effective until the Shareholder has completed the distribution of the securities registered (the "Selling Period") as provided herein (including the taking of such steps as are necessary to obtain the removal of any stop order); (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective throughout the Selling Period and to comply with the provisions of the Act; (c) Furnish to the Shareholder such number of copies of the prospectus and preliminary prospectus in conformity with the requirements of the Act and such other documents as the Shareholder may reasonably request in order to facilitate the public sale or other disposition of the Warrants and/or Shares;
Company's Obligations in Registration. In connection with the registration contemplated by this Agreement, the Company will:
(a) Prepare and file with the Commission a registration statement with respect to the Shares and use its commercially reasonable best efforts to cause such registration statement to become and remain effective until the distribution described in such registration statement has been completed; and
(b) Furnish to each underwriter such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such underwriter may reasonably request in order to facilitate the public sale of the shares by such underwriter, and promptly furnish to each underwriter and the Shareholder notice of any stop-order or similar notice issued by the Commission or any state agency charged with the regulation of securities, and notice of any NASDAQ or securities exchange listing; and
(c) Furnish prospectuses, including preliminary prospectuses and amendments and supplements thereto, to the Shareholder in accordance with applicable securities laws; and
(d) Apply to register or otherwise qualify the Shares under all applicable blue sky laws of any state.
Company's Obligations in Registration. If and whenever the Company is obligated by the provisions of this Article 3 to effect the registration of any Warrant Shares under the Act, as expeditiously as possible the Company will:
(a) as expeditiously prepare and file with the Commission a registration statement with respect to such Warrant Shares and use its best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the securities covered by the registration statement; PROVIDED, HOWEVER, that in the event that the Warrant Shares covered by such registration statement are not to be sold to or through
